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Notice of Annual Shareholders ’ Meeting 2018of Siemens AG on January 31, 2018
siemens.com
To Our Shareholders:
NOTICE IS HEREBY GIVEN
that the Annual Shareholders’ Meeting
of Siemens Aktiengesellschaft
(hereinafter “Siemens AG” or “Company”)
will be held on Wednesday, January 31, 2018
at 10:00 a. m. CET, at the Olympiahalle of the
Olympiapark, Coubertinplatz, 80809 Munich,
Federal Republic of Germany, for the following
purposes:
Siemens Aktiengesellschaft
Berlin and Munich
Notice of Annual Shareholders’
Meeting 2018
Berlin and Munich,
December 2017
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1. To receive and consider the adopted Annual Financial Statements of Siemens AG and the approved Consolidated Financial Statements, together with the Combined Manage-ment Report of Siemens AG and the Siemens Group as of September 30, 2017, as well as the Report of the Supervisory Board and the Corporate Governance Report for fiscal year 2017The materials referred to also include the Compensation Report and the Explanatory Report on the information required pursuant to Section 289 (4) and Section 315 (4) of the German Commercial Code (HGB). With the exception of the adopted Annual Financial Statements, they are part of the Annual Report 2017. The materials are available on our website at WWW.SIEMENS.COM/AGM and copies will be sent to shareholders upon request. In addition, they will be available at the Annual Shareholders’ Meeting and will also be explained there in more detail.
The Supervisory Board has already approved the Annual Financial Statements and the Consolidated Financial Statements prepared by the Managing Board; the Annual Financial Statements are thus adopted. In accordance with the applicable legal provisions, no resolution on Agenda Item 1 is therefore proposed to be adopted.
2. To resolve on the appropriation of the net income of Siemens AG to pay a dividendThe Supervisory Board and the Managing Board propose that the unappropriated net income of Siemens AG for the fiscal year ended September 30, 2017 amounting to € 3,145,000,000.00 be appropriated as follows:
Distribution of a dividend of €3.70 on each share of no par value entitled to the dividend for fiscal year 2017: € 3,014,574,063.90
Amount carried forward: € 130,425,936.10
The proposal for appropriation of the net income reflects the 35,250,253 treasury shares that were held directly or indirectly by the Company at the time the Annual Financial Statements were prepared by the Managing Board and that are not entitled to a dividend pursuant to Section 71 b of the German Stock Corporation Act (AktG). Should there be any change in the number of shares of no par value entitled to the dividend for fiscal year 2017 before the date of the Annual Shareholders’ Meeting, the above proposal will be amended accordingly and presented for resolution at the Annual Shareholders’ Meeting, with an unchanged dividend of €3.70 on each share of no par value entitled to the dividend for fiscal year 2017 as well as suitably amended amounts for the sum to be distributed and the carryforward.
Agenda
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In accordance with Section 58 (4) sentence 2 of the German Stock Corporation Act (AktG), the dividend is due on the third business day following the resolution adopted by the Annual Shareholders’ Meeting, i. e. on February 5, 2018.
3. To ratify the acts of the members of the Managing BoardThe Supervisory Board and the Managing Board propose that the acts of the members of the Managing Board in fiscal year 2017 be ratified for that period.
4. To ratify the acts of the members of the Supervisory BoardThe Supervisory Board and the Managing Board propose that the acts of the members of the Supervisory Board in fiscal year 2017 be ratified for that period.
5. To resolve on the appointment of independent auditors for the audit of the Annual Financial Statements and the Consolidated Financial Statements and for the review of the Interim Financial StatementsOn the basis of its Audit Committee’s recommendation, the Supervisory Board proposes that Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, be appointed to serve as independent auditors of the Annual Financial Statements and the Consolidated Financial Statements for fiscal year 2018 and be appointed to serve as auditors for the review of the condensed Financial Statements and the Interim Management Report for the Siemens Group for the first half of fiscal year 2018.
The Audit Committee has stated that its recommendation is free from influence by a third party and no clause restricting the choice within the meaning of Art. 16 (6) of the EU Regulation on statutory auditors or audit firms (Regulation (EU) No 537 / 2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of publicinterest entities and repealing Commission Decision 2005 / 909 / EC) has been imposed upon it.
6. To resolve on the election of members to the Supervisory BoardThe term of office of all members of the Supervisory Board, with the exception of Dr. Nicola LeibingerKammüller, Mr. Jim Hagemann Snabe and Mr. Werner Wenning, will expire at the end of the Annual Shareholders’ Meeting on January 31, 2018. These three were already reelected prematurely by the 2016 Annual Shareholders’ Meeting for a term of office until the end of the Annual Shareholders’ Meeting that ratifies the acts of the members of the Supervisory Board for fiscal year 2020. New elections are necessary for the other shareholder representatives on the Supervisory Board.
The employee representatives on the Supervisory Board were elected on October 5, 2017 in accordance with the provisions of the German
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Codetermination Act (MitbestG); their election will enter into effect as from the end of the Annual Shareholders’ Meeting to be held on January 31, 2018.
Pursuant to Section 96 (1) and Section 101 (1) of the German Stock Corporation Act (AktG) and pursuant to Section 7 (1) sentence 1 no. 3 of the German Codetermination Act (MitbestG), the Supervisory Board is composed of ten shareholder representatives and ten employee representatives. Pursuant to Section 96 (2) sentence 1 of the German Stock Corporation Act (AktG), the Supervisory Board must comprise at least 30 per cent women and at least 30 per cent men. Under the provision in the Bylaws for the Supervisory Board of Siemens AG, the legal requirements relating to the gender quota shall be fulfilled separately by the shareholder representatives and the employee representatives. Based on a majority resolution, the shareholder representatives have accordingly given notice to the Chairman of the Supervisory Board pursuant to Section 96 (2) sentence 3 of the German Stock Corporation Act (AktG) of their objection to joint compliance. Consequently, the shareholder representatives and the employee representatives must each consist of at least three women and at least three men in order to comply with the minimum quota required by Section 96 (2) sentence 1 of the German Stock Corporation Act (AktG).
The Supervisory Board currently has a total of seven female members, three of them shareholder representatives and four of them employee representatives. It therefore meets the requirement for a minimum quota at present.
Four women and six men have been elected as employee representatives on the Supervisory Board with effect as from the end of the Annual Shareholders’ Meeting to be held on January 31, 2018. The shareholder representatives on the Supervisory Board comprise one woman (Dr. Nicola LeibingerKammüller) and two men (Mr. Jim Hagemann Snabe and Mr. Werner Wenning) who have all been elected for a term of office until the end of the Annual Shareholders’ Meeting that ratifies the acts of the members of the Supervisory Board for fiscal year 2020. In order still to fulfill the required minimum quota, at least two women and at least one man must therefore be elected as shareholder representatives. After the election of the candidates proposed by the Supervisory Board, the shareholder representatives on the Supervisory Board would consist of three women and seven men, meaning the required minimum quota would still be fulfilled.
The election nominations by the Supervisory Board are based on the recommendation of its Nominating Committee, take into account the objectives of the Supervisory Board’s composition resolved by the Super visory Board and aim to ensure that the profile of required skills and expertise formulated by the Supervisory Board for the Board as a whole is achieved. The objectives and profile of required skills and
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expertise were adopted by the Supervisory Board on September 20, 2017 and are published – along with the implementation status – in the Corporate Governance Report for fiscal year 2017. This report is contained in the Annual Report 2017 and is among the materials specified in Agenda Item 1 and available on our website at WWW.SIEMENS.COM/
AGM, copies of which will also be sent to shareholders upon request. Furthermore, the Corporate Governance Report for fiscal year 2017, which forms part of these materials, will be available at the Annual Shareholders’ Meeting and be explained in more detail there.
The Supervisory Board proposes that the persons listed below under lit. a) to g) be elected as shareholder representatives to the Supervisory Board with effect as from the end of the Annual Shareholders’ Meeting. The appointments are made for one term of office until the end of the Annual Shareholders’ Meeting that ratifies the acts of the members of the Supervisory Board for the fourth fiscal year following the start of the term of office. The fiscal year in which the term of office begins is not counted.
a) Dr. Werner Brandt, Bad Homburg, Chairman of the Supervisory Board of RWE AG and ProSiebenSat.1 Media SE
b) Michael Diekmann, Munich, Chairman of the Supervisory Board of Allianz SE
c) Benoît Potier, Paris, France, Chairman and Chief Executive Officer of Air Liquide S. A.
d) Dr.-Ing. Dr.-Ing. E. h. Norbert Reithofer, Penzberg, Chairman of the Supervisory Board of Bayerische Motoren Werke Aktiengesellschaft
e) Dame Nemat Talaat (Minouche) Shafik, London, UK, Director of London School of Economics
f) Dr. phil. Nathalie von Siemens, Munich, Managing Director and Spokesperson of Siemens Stiftung
g) Matthias Zachert, Bonn, Chairman of the Board of Management of LANXESS AG
It is intended to let the Annual Shareholders’ Meeting decide on the election of new shareholder representatives on the Supervisory Board by way of separate ballots.
Pursuant to Section 5.4.3 sentence 3 of the German Corporate Governance Code, attention is drawn to the fact that Mr. Jim Hagemann Snabe is to be proposed as candidate for the position of Chairman of the Super visory Board.
Further information on the Supervisory Board candidates proposed for election is printed following the Agenda.
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7. To resolve on amending Section 2 of the Articles of Association in order to modernize the object of the Company and make it more flexibleThe object of the Company specified in Section 2 of the Articles of Association is to be adapted to reflect changes in general economic conditions. It was last amended slightly in 2003 and – also with regard to other DAX companies – no longer appears to be in keeping with the times in every respect. The proposal to modernize the Company’s object and make it more flexible is intended in particular to give Siemens greater means of responding to changes in market conditions and value chains, and shaping them in the best interests of shareholders, by adapting its setup and activities. Apart from various updates and a broader, more flexible setup in the Company’s traditional fields of industry, energy, healthcare and infrastructure, increasing digitalization in many business segments is also emphasized more strongly by including reference to information technologies.
Therefore, the Supervisory Board and the Managing Board propose that the following resolution be approved and adopted:
Section 2 of the Articles of Association shall be amended to read as follows:
“ 1. The object of the Company is to develop, manufacture, supply, operate, distribute and trade in products, systems, facilities and solutions and to render services, as well as research and development, in particular in the areas of industry, energy, healthcare and infrastructure, including its traditional fields of electrical engineering, electronics, precision mechanics and mechanical engineering, as well as adjacent fields of activity. The Company can operate in these and other areas in all information technology fields (including electronic data processing and transfer, software, platforms and selflearning systems) and render related services. Moreover, the Company can operate in the financial sector in particular through consolidated subsidiaries or associated companies (including banks and reinsurance companies) and participate directly or indirectly in enterprises and companies of any type, also to manage its own assets. Finally, the Company may engage in business of any kind and take any and all measures related to, or which seem to be directly or indirectly useful in promoting, the above activities.
2. The Company may realize its object itself or through consolidated subsidiaries or associated companies (including joint ventures). It can confine itself to some of the activities specified in subsection 1. The Company can set up associated companies, acquire participating interests and change them structurally, bring them under uniform control or may limit itself to managing the participating interest, sell participating interests and also conclude enterprise and cooperation agreements of any kind.”
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The currently valid Articles of Association are available on our website at WWW.SIEMENS.COM/AGM and will be sent to shareholders upon request. They will also be available at the Annual Shareholders’ Meeting.
8. To resolve on amending Section 19 of the Articles of Association relating to the arrangements on admission to and voting at the Shareholders’ MeetingThe provision in Section 19 (4) of the Articles of Association, under which shareholders of record or their proxies entitled to attend the Shareholders’ Meeting shall be issued with admission tickets and voting cards, is to be deleted in order to modernize the text of the Articles of Asso ciation. The deletion is intended to clarify that, in addition to or in place of the existing use of admission tickets and voting cards, other means (such as electronic means) can be used for admission to and voting at the Annual Shareholders’ Meeting.
The Supervisory Board and the Managing Board propose that the following resolution be approved and adopted:
Section 19 (4) of the Articles of Association shall be deleted in its entirety. The numbering of subsequent (5) to (7) in the Articles of Association shall be adjusted. Former (5) shall become (4), former (6) shall become (5) and former (7) shall become (6).
The currently valid Articles of Association are available on our website at WWW.SIEMENS.COM/AGM and will be sent to shareholders upon request. They will also be available at the Annual Shareholders’ Meeting.
9. To resolve on the approval of a control and profit-and-loss transfer agreement between Siemens AG and a subsidiary Siemens AG concluded a Control and ProfitandLoss Transfer Agreement with its whollyowned subsidiary Flender GmbH, with registered office in Bocholt, Germany, (hereinafter referred to as ”Subsidiary”) on November 27, 2017.
The Supervisory Board and the Managing Board propose that the Control and ProfitandLoss Transfer Agreement between Siemens AG (as the parent company) and Flender GmbH be approved.
The essential content of the Control and ProfitandLoss Transfer Agreement is as follows:
The Subsidiary shall subordinate management of its company to Siemens AG. Siemens AG shall accordingly have the right to give instructions to the Management of the Subsidiary on how the Subsidiary is to be managed (including its entire commercial sphere within the meaning of the ValueAdded Tax Act (UStG)). The Management of the Subsidiary shall be obliged to obey the instructions.
The Subsidiary undertakes to transfer its entire profits to Siemens AG in accordance with the provisions of Section 301 of the German Stock Corporation Act (AktG), as amended from time to time.
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With the consent of Siemens AG, the Subsidiary may appropriate amounts from the annual net income to other retained earnings pursuant to Section 272 (3) of the German Commercial Code (HGB) insofar as this is permitted under commercial law and economically justified based on reasonable business judgment. The formation of statutory reserves is permitted. Upon request by Siemens AG, amounts appropriated to other retained earnings pursuant to Section 272 (3) of the German Commercial Code (HGB) during the term of the agreement shall be released and used to compensate an annual net loss or be transferred as profits. The transfer of capital reserves and retained earnings existing prior to the date of the agreement shall be excluded.
Upon request by Siemens AG, profits shall be transferred in advance during the year, if and to the extent this is legally permissible.
If the agreement does not end prior to the expiration of the Subsidiary ’s fiscal year, the entitlement to the transfer of profits shall arise at the end of the Subsidiary ’s fiscal year and shall be due taking that date as value date. The obligation to transfer profits shall apply retroactively as of the beginning of the Subsidiary ’s fiscal year in which the agreement becomes effective by registration in the register of companies at the registered office of the Subsidiary.
Siemens AG shall be obliged to assume the losses of the Subsidiary in accordance with the provisions of Section 302 of the German Stock Corporation Act (AktG), as amended from time to time.
If the agreement does not end prior to the expiration of the Subsidiary ’s fiscal year, the entitlement to the assumption of losses shall arise at the end of the Subsidiary ’s fiscal year and shall be due taking that date as value date. The obligation to assume losses shall apply retroactively as of the beginning of the Subsidiary ’s fiscal year in which the agreement becomes effective by registration in the register of companies at the registered office of the Subsidiary.
The agreement becomes effective upon registration in the register of companies at the registered office of the Subsidiary.
The agreement shall be concluded for an indefinite period of time. It may be terminated ordinarily upon three (3) months’ notice prior to the end of the Subsidiary ’s fiscal year, but for the first time to the end of the Subsidiary ’s fiscal year that ends at least five (5) years in time after the beginning of the Subsidiary ’s fiscal year in which the agreement became effective. In addition to the above notice period, Siemens AG can terminate the agreement ordinarily at any time upon two (2) weeks’ prior notice once the minimum term specified in the above sentence has expired.
The right to terminate the agreement for good cause without observing a notice period shall remain unaffected. Good cause shall exist
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in particular in the event of insolvency, merger, splitup or liquidation of Siemens AG or the Subsidiary; it shall also exist if Siemens AG disposes of or contributes shares and thus no longer directly holds all the shares in the Subsidiary, or an outside shareholder participates in the Subsidiary for the first time within the meaning of Section 307 of the German Stock Corporation Act (AktG) as a result of Siemens AG disposing of or contributing shares. In the event that shares are disposed of or contributed, Siemens AG may also terminate the agreement as of the date of conclusion of the promissory agreement relating to the disposal or contribution of the shares in the Subsidiary, effective the date of transfer of the shares or at an earlier date. Good cause shall also exist in the event of an initial public offering (“IPO”) of the Subsidiary; in such a case, the agreement can also be terminated as of the date on which the prospectus is approved by the responsible authority, effective the date on which the IPO is completed (transfer of the shares to the investors) or at an earlier date.
The agreement must be terminated in writing.
The interpretation of individual provisions of the agreement shall be subject to Section 14 and Section 17 of the German Corporation Tax Act (KStG), as amended from time to time.
The agreement contains a socalled severability clause. Should any provision of the agreement be or become ineffective or unenforceable in whole or in part or should the agreement contain a gap, this shall not affect the validity of the remaining provisions of the agreement. In place of the ineffective or unenforceable provision, the parties shall agree on an effective or enforceable provision which, in its economic effect, comes as close as legally possible to that of the ineffective or unenforceable provision. In the event of a gap in the agreement, the parties shall agree on a provision that would have been intended, in light of the object and purpose of the agreement, had they considered the point on concluding the agreement.
If, under the terms of the agreement, a declaration is to be made in writing, such a declaration shall be signed by the declaring party, signing his / her name in his / her own hand, and transmitted to the other party as an original. This written form may not be replaced by the electronic form.
Place of performance and jurisdiction for the parties shall be Munich.
Siemens AG is the sole shareholder of the Subsidiary. No compensation payments or financial settlements pursuant to Section 304 and Section 305, respectively, of the German Stock Corporation Act (AktG) are to be made to outside shareholders.
From the time of giving Notice of Annual Shareholders’ Meeting, the following documents are available on our website at WWW.SIEMENS.
COM/AGM:
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The Control and ProfitandLoss Transfer Agreement between Siemens AG and Flender GmbH,
The adopted Annual Financial Statements of Siemens AG and the approved Consolidated Financial Statements, together with the Combined Management Report of Siemens AG and the Siemens Group as of September 30, 2015,
The adopted Annual Financial Statements of Siemens AG and the approved Consolidated Financial Statements, together with the Combined Management Report of Siemens AG and the Siemens Group as of September 30, 2016,
The adopted Annual Financial Statements of Siemens AG and the approved Consolidated Financial Statements, together with the Combined Management Report of Siemens AG and the Siemens Group as of September 30, 2017,
The adopted Annual Financial Statements of Flender GmbH as of September 30, 2015,
The adopted Annual Financial Statements of Flender GmbH as of September 30, 2016,
The adopted Annual Financial Statements of Flender GmbH as of September 30, 2017,
The Joint Report of the Managing Board of Siemens AG and Management of Flender GmbH in accordance with Section 293 a of the German Stock Corporation Act (AktG).
Upon request, every shareholder will be provided with a copy of these documents immediately and free of charge. The documents will also be available at the Annual Shareholders’ Meeting.
10. To resolve on the approval of control and profit-and-loss transfer agreements between Siemens AG and subsidiariesSiemens AG concluded a Control and ProfitandLoss Transfer Agreement with each of its whollyowned subsidiaries Kyros 53 GmbH and Kyros 54 GmbH, both with registered offices in Munich, Germany, (hereinafter each referred to as ”Subsidiary”) on November 27, 2017.
The Supervisory Board and the Managing Board propose that the following resolutions be adopted:
a) The Control and ProfitandLoss Transfer Agreement between Siemens AG (as the parent company) and Kyros 53 GmbH is approved.
b) The Control and ProfitandLoss Transfer Agreement between Siemens AG (as the parent company) and Kyros 54 GmbH is approved.
The essential content of the respective Control and ProfitandLoss Transfer Agreement is as follows:
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The Subsidiary shall subordinate management of its company to Siemens AG. Siemens AG shall accordingly have the right to give instructions to the Management of the Subsidiary on how the Subsidiary is to be managed (including its entire commercial sphere within the meaning of the ValueAdded Tax Act (UStG)). The Management of the Subsidiary shall be obliged to obey the instructions.
The Subsidiary undertakes to transfer its entire profits to Siemens AG in accordance with the provisions of Section 301 of the German Stock Corporation Act (AktG), as amended from time to time.
With the consent of Siemens AG, the Subsidiary may appropriate amounts from the annual net income to other retained earnings pursuant to Section 272 (3) of the German Commercial Code (HGB) insofar as this is permitted under commercial law and economically justified based on reasonable business judgment. The formation of statutory reserves is permitted. Upon request by Siemens AG, amounts appropriated to other retained earnings pursuant to Section 272 (3) of the German Commercial Code (HGB) during the term of the agreement shall be released and used to compensate an annual net loss or be transferred as profits. The transfer of capital reserves and retained earnings existing prior to the date of the agreement shall be excluded.
Upon request by Siemens AG, profits shall be transferred in advance during the year, if and to the extent this is legally permissible.
If the agreement does not end prior to the expiration of the Subsidiary ’s fiscal year, the entitlement to the transfer of profits shall arise at the end of the Subsidiary ’s fiscal year and shall be due taking that date as value date. The obligation to transfer profits shall apply retroactively as of the beginning of the Subsidiary ’s fiscal year in which the agreement becomes effective by registration in the register of companies at the registered office of the Subsidiary.
Siemens AG shall be obliged to assume the losses of the Subsidiary in accordance with the provisions of Section 302 of the German Stock Corporation Act (AktG), as amended from time to time.
If the agreement does not end prior to the expiration of the Subsidiary ’s fiscal year, the entitlement to the assumption of losses shall arise at the end of the Subsidiary ’s fiscal year and shall be due taking that date as value date. The obligation to assume losses shall apply retroactively as of the beginning of the Subsidiary ’s fiscal year in which the agreement becomes effective by registration in the register of companies at the registered office of the Subsidiary.
The agreement becomes effective upon registration in the register of companies at the registered office of the Subsidiary.
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The agreement shall be concluded for an indefinite period of time. It may be terminated ordinarily upon three (3) months’ notice prior to the end of the Subsidiary ’s fiscal year, but for the first time to the end of the Subsidiary ’s fiscal year that ends at least five (5) years in time after the beginning of the Subsidiary ’s fiscal year in which the agreement became effective. In addition to the above notice period, Siemens AG can terminate the agreement ordinarily at any time upon two (2) weeks’ prior notice once the minimum term specified in the above sentence has expired.
The right to terminate the agreement for good cause without observing a notice period shall remain unaffected. Good cause shall exist in particular in the event of insolvency, merger, splitup or liquidation of Siemens AG or the Subsidiary; it shall also exist if Siemens AG disposes of or contributes shares and thus no longer directly holds all the shares in the Subsidiary, or an outside shareholder participates in the Subsidiary for the first time within the meaning of Section 307 of the German Stock Corporation Act (AktG) as a result of Siemens AG disposing of or contributing shares. In the event that shares are disposed of or contributed, Siemens AG may also terminate the agreement as of the date of conclusion of the promissory agreement relating to the disposal or contribution of the shares in the Subsidiary, effective the date of transfer of the shares or at an earlier date. Good cause shall also exist in the event of an initial public offering (“IPO”) of the Subsidiary; in such a case, the agreement can also be terminated as of the date on which the prospectus is approved by the responsible authority, effective the date on which the IPO is completed (transfer of the shares to the investors) or at an earlier date.
The agreement must be terminated in writing.
The interpretation of individual provisions of the agreement shall be subject to Section 14 and Section 17 of the German Corporation Tax Act (KStG), as amended from time to time.
The agreement contains a socalled severability clause. Should any provision of the agreement be or become ineffective or unenforceable in whole or in part or should the agreement contain a gap, this shall not affect the validity of the remaining provisions of the agreement. In place of the ineffective or unenforceable provision, the parties shall agree on an effective or enforceable provision which, in its economic effect, comes as close as legally possible to that of the ineffective or unenforceable provision. In the event of a gap in the agreement, the parties shall agree on a provision that would have been intended, in light of the object and purpose of the agreement, had they considered the point on concluding the agreement.
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If, under the terms of the agreement, a declaration is to be made in writing, such a declaration shall be signed by the declaring party, signing his / her name in his / her own hand, and transmitted to the other party as an original. This written form may not be replaced by the electronic form.
Place of performance and jurisdiction for the parties shall be Munich.
Siemens AG is the sole shareholder of the Subsidiaries. No compensation payments or financial settlements pursuant to Section 304 and Section 305, respectively, of the German Stock Corporation Act (AktG) are to be made to outside shareholders.
From the time of giving Notice of Annual Shareholders’ Meeting, the following documents are available on our website at WWW.SIEMENS.
COM/AGM:
The Control and ProfitandLoss Transfer Agreement between Siemens AG and Kyros 53 GmbH
The Control and ProfitandLoss Transfer Agreement between Siemens AG and Kyros 54 GmbH
The adopted Annual Financial Statements of Siemens AG and the approved Consolidated Financial Statements, together with the Combined Management Report of Siemens AG and the Siemens Group as of September 30, 2015,
The adopted Annual Financial Statements of Siemens AG and the approved Consolidated Financial Statements, together with the Combined Management Report of Siemens AG and the Siemens Group as of September 30, 2016,
The adopted Annual Financial Statements of Siemens AG and the approved Consolidated Financial Statements, together with the Combined Management Report of Siemens AG and the Siemens Group as of September 30, 2017,
The adopted Annual Financial Statements of Kyros 53 GmbH as of September 30, 2017 (short fiscal year),
The adopted Annual Financial Statements of Kyros 54 GmbH as of September 30, 2017 (short fiscal year),
The Joint Report of the Managing Board of Siemens AG and Management of Kyros 53 GmbH in accordance with Section 293 a of the German Stock Corporation Act (AktG).
The Joint Report of the Managing Board of Siemens AG and Management of Kyros 54 GmbH in accordance with Section 293 a of the German Stock Corporation Act (AktG).
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Upon request, every shareholder will be provided with a copy of these documents immediately and free of charge. The documents will also be available at the Annual Shareholders’ Meeting.
It is intended to let the Annual Shareholders’ Meeting decide on whether to approve the Control and ProfitandLoss Transfer Agreements with Kyros 53 GmbH and Kyros 54 GmbH by way of separate ballots.
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Information on the Supervisory Board candidates proposed for election under Agenda Item 6
Dr. Werner Brandt, Bad Homburg, Chairman of the Supervisory Board of RWE AG and ProSiebenSat.1 Media SE
Personal information:Date of birth: January 3, 1954 Place of birth: Herne
Education: Study of Business Administration at the University
of ErlangenNürnberg Ph.D. (Dr.) at TU Darmstadt
Professional career:1981 – 1992 Price Waterhouse GmbH, Frankfurt am Main, later Stuttgart1992 – 1999 Baxter Deutschland GmbH, Unterschleißheim – Member
of executive management and Vice President European Operations
1999 – 2001 Fresenius Medical Care AG, Bad Homburg – Chief Financial Officer and Labor Director
2001 – 2014 SAP AG, Walldorf – Chief Financial Officer; as of July 2013, also Chief Human Resources Officer and Labor Director
Membership in domestic supervisory boards whose establishment is required by law:
Deutsche Lufthansa AG, Frankfurt am Main (until December 31, 2017) innogy SE, Essen (Chairman) (until December 31, 2017) OSRAM Licht AG, Munich (until December 31, 2017) ProSiebenSat.1 Media SE, Munich (Chairman) RWE AG, Essen (Chairman)
No membership in comparable domestic or foreign controlling bodies of business enterprises.
Dr. Brandt meets the requirements of Section 100 (5) of the German Stock Corporation Act (AktG) in terms of expertise in the areas of accounting or auditing of financial statements.
Further information and details
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Michael Diekmann, Munich, Chairman of the Supervisory Board of Allianz SE
Personal information:Date of birth: December 23, 1954 Place of birth: Bielefeld
Education: Study of law and philosophy at the University of Göttingen First and second state examination in law
Professional career:1983 – 1988 Chief Executive Officer at Diekmann/Thieme GbR
(publishing house)1988 – 1998 Allianz VersicherungsAG, Munich1998 – 2003 Allianz SE (formerly Allianz AG), Munich – Member
of the Management Board2003 – 2015 Allianz SE (formerly Allianz AG), Munich – Chairman
of the Management Boardsince 2017 Allianz SE (formerly Allianz AG), Munich – Chairman
of the Supervisory Board
Membership in domestic supervisory boards whose establishment is required by law:
Allianz SE, Munich (Chairman) BASF SE, Ludwigshafen am Rhein (Deputy Chairman) Fresenius Management SE, Bad Homburg Fresenius SE & Co. KGaA, Bad Homburg (Deputy Chairman) Siemens Aktiengesellschaft, Berlin and Munich (since January 24, 2008)
No membership in comparable domestic or foreign controlling bodies of business enterprises.
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Benoît Potier, Paris, France, Chairman and Chief Executive Officer of Air Liquide S.A.
Personal information:Date of birth: September 3, 1957 Place of birth: Mulhouse, France
Education: Study of Engineering at CentraleSupélec (École Centrale), Paris,
France
Professional career:1981 – 1993 Air Liquide S. A., Paris, France – various functions
(Research and Development engineer, Project Manager in the Engineering and Construction Division, Vice President of Energy Development in the Large Industries business line)
1993 – 1994 Air Liquide S. A., Paris, France – Director of Strategy & Organization
1994 – 1995 Air Liquide S. A., Paris, France – Director of the Chemicals, Metal & Steel, Oil and Energy Markets
1995 – 1997 Air Liquide S. A., Paris, France – Executive Vice President with additional responsibilities over the Engineering & Construction Division and the Large Industries operations in Europe
1997 – 2000 Air Liquide S. A., Paris, France – Senior Executive Vice President
2000 – 2001 Air Liquide S. A., Paris, France – Member of the Board of Directors
2001 – 2006 Air Liquide S. A., Paris, France – Chairman of the Management Board
since 2006 Air Liquide S. A., Paris, France – Chairman and Chief Executive Officer
No membership in domestic supervisory boards whose establishment is required by law.
Membership in comparable domestic or foreign controlling bodies of business enterprises:
Air Liquide International S. A., Paris, France (Chairman and Chief Executive Officer, group company position)
Air Liquide International Corporation (ALIC), New York, USA (Chairman of the Board, group company position)
American Air Liquide Holdings, Inc., Houston, Texas, USA (group company position)
Danone S. A., Paris, France
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Dr.-Ing. Dr.-Ing. E. h. Norbert Reithofer, Penzberg, Chairman of the Supervisory Board of Bayerische Motoren Werke Aktien gesellschaft
Personal information:Date of birth: May 29, 1956 Place of birth: Penzberg
Education: Studies of Mechanical Engineering at FH München, Graduation
as DiplomIngenieur (FH) Studies of Production Technology and Operating Science
at TU München, Graduation as DiplomIngenieur Ph.D. (Dr.Ing.) at TU München
Professional career:1984 – 1987 Scientific Assistant at TU München, Institute for Machine
Tools and Operating Science1987 Joined BMW AG, Munich – Head of Maintenance Planning1989 – 1991 BMW AG, Munich – Director of Control Technologies and
Process Data Management1991 – 1994 BMW AG, Munich – Director of BodyinWhite Division1994 – 1997 BMW South Africa – Technical Director1997 – 2000 President of BMW Manufacturing Corporation, South
Carolina, USA2000 – 2006 BMW AG, Munich – Member of the Board of Management
(Production)2006 – 2015 Chairman of the Board of Management of BMW AG,
Munichsince 2015 Chairman of the Supervisory Board of BMW AG, Munich
Membership in domestic supervisory boards whose establishment is required by law:
Bayerische Motoren Werke Aktiengesellschaft, Munich (Chairman) Siemens Aktiengesellschaft, Berlin and Munich (since January 27, 2015)
Membership in comparable domestic or foreign controlling bodies of business enterprises:
Henkel AG & Co. KGaA, Düsseldorf (Shareholders’ Committee)
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Dame Nemat Talaat (Minouche) Shafik, London, UK, Director of London School of Economics
Personal information:Date of birth: February 5, 1962 Place of birth: Alexandria, Egypt
Education: BA in Economics and Politics, University of Massachusetts, USA MSc in Economics, London School of Economics, UK Ph.D. in Economics, University of Oxford, St. Anthony’s College, UK
Professional career:1989 – 1994 Georgetown University, Washington, D.C., USA – Adjunct
Professor, Economics Department1990 – 1995 The World Bank Group, Washington, D.C., USA – various
functions (Economist, International Economics Department, Policy, Research, and External Affairs; Economist, World Development Report; Country Economist, Central European Department; Senior Economist, Office of the Chief Economist, Regional Vice President Middle East and North Africa)
1996 – 1999 The World Bank Group, Washington, D.C., USA – Director, Private Sector and Finance, Middle East and North Africa Region
1999 – 2004 The World Bank Group, London, UK – Vice President, Private Sector Development & Infrastructure
2004 – 2008 Department for International Development of the British Government, London, UK – Director General, Regional Programs
2008 – 2011 Department for International Development of the British Government, London, UK – Permanent Secretary
2011 – 2014 International Monetary Fund, Washington, D.C., USA – Deputy Managing Director
2014 – 2017 Bank of England, London, UK – Deputy Governor, Markets & Banking
since 2017 London School of Economics, London, UK – Director
No membership in domestic supervisory boards whose establishment is required by law.
No membership in comparable domestic or foreign controlling bodies of business enterprises.
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Dr. phil. Nathalie von Siemens, Munich, Managing Director and Spokesperson of Siemens Stiftung
Personal information:Date of birth: July 14, 1971 Place of birth: Munich
Education: Studies of Philosophy in Munich, Berlin, Paris Ph.D. (Dr. phil.)
Professional career:2005 – 2007 Siemens Aktiengesellschaft, Berlin and Munich – Siemens
Graduate Program, General Management Trainee, Munich / Erlangen / Beijing
Corporate Strategy, Corporate Communications, Investor Relations, Government Affairs (Siemens Limited China)
2007 – 2011 Siemens Aktiengesellschaft, Berlin and Munich – Corporate Strategy (Team Corporate Portfolio Development, systematic evaluation of Siemens‘ business portfolio)
2009 – 2012 Nokia Siemens Management GmbH, Munich – Member of the Supervisory Board
2011 – 2013 Siemens Aktiengesellschaft, Berlin and Munich – Corporate Development Executives (Programs to identify and develop managers for Corporate Key Functions)
since 2013 Siemens Stiftung, Munich – Managing Director and Spokesperson
since 2015 also Managing Director of von SiemensVermögensverwaltung GmbH
Membership in domestic supervisory boards whose establishment is required by law:
Messer Group GmbH, Sulzbach Siemens Healthcare GmbH, Munich Siemens Aktiengesellschaft, Berlin and Munich (since January 27, 2015)
No membership in comparable domestic or foreign controlling bodies of business enterprises.
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Matthias Zachert, Bonn, Chairman of the Board of Management of LANXESS AG
Personal information:Date of birth: November 8, 1967 Place of birth: Bonn
Education: Industrial management apprenticeship, MercedesBenz AG, Stuttgart,
Germany Studies of Business Administration with a focus on Finance and
International Management, OestrichWinkel, Degree in Business Administration (Diplom-Kaufmann)
Professional career:1995 – 1999 Various senior management positions in the
pharmaceutical business, Hoechst AG, FrankfurtHoechst1999 – 2002 Chief Financial Officer, International Region, Aventis
Pharma AG, Paris, France2002 – 2004 Chief Financial Officer, Kamps AG, Düsseldorf2004 – 2011 Chief Financial Officer, LANXESS AG, Leverkusen2011 – 2014 Member of the Executive Board and Chief Financial Officer,
Merck KGaA, Darmstadtsince 2014 Chairman of the Board of Management, LANXESS AG,
Cologne
No membership in domestic supervisory boards whose establishment is required by law.
Membership in comparable domestic or foreign controlling bodies of business enterprises:
ARLANXEO Holding B.V., Maastricht, Netherlands (Chairman of the Shareholders‘ Committee, group company position)
Some of the proposed candidates hold highranking positions at other companies. Siemens has relationships with almost all these companies in the ordinary course of its business. Normal market terms and conditions were applied in purchasing and selling a broad range of products and services with those companies.
In addition to the above details, and with regard to Section 5.4.1 of the German Corporate Governance Code, it is hereby declared that, in the appraisal of the Supervisory Board, none of the proposed candidates has further personal or business relations subject to disclosure requirements under this provision with Siemens AG or its Group Companies, the governing bodies of Siemens AG, or with a shareholder with a material interest in Siemens AG. In addition, the Supervisory Board has satisfied itself that the proposed candidates can devote the expected amount of time required.
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Total number of shares and voting rights
At the time of giving Notice of the Annual Shareholders’ Meeting, the Company’s capital stock amounts to 850,000,000 shares of no par value, with each share entitling to one vote. The total number of voting rights thus amounts to 850,000,000. Of these 850,000,000 shares, at the time the Annual Financial Statements were prepared by the Managing Board, 35,250,253 shares were held as treasury shares from which the Company derives no rights.
Prerequisites for attending the Annual Shareholders’ Meeting and for exercising the voting rights
Notification of attendanceOnly those shareholders are entitled to attend and vote at the Annual Shareholders’ Meeting who are recorded as shareholders of the Company in the Company’s share register and who have submitted timely notification of attendance at the Annual Shareholders’ Meeting. The notification of attendance must be received by the Company no later than Wednesday, January 24, 2018.
Shareholders who are registered in the Company’s share register may submit their notification of attendance in text form in the German or English language to Siemens AG at the following address:
Siemens Hauptversammlung 2018c /o ADEUS AktienregisterServiceGmbH20636 Hamburg, GermanyTelefax: + 49 (0) 89 / 2070 37951Email: hv[email protected]
or by using the passwordprotected Internet Service for the Annual Shareholders’ Meeting electronically via the Internet at
WWW.SIEMENS.COM/AGM-SERVICE
You can obtain online access by entering your Shareholder Control Number and the related Personal Identification Number (PIN), both of which are contained in the materials sent to you. Instead of their PIN, shareholders who have registered for electronic delivery of invitations to Shareholders’ Meetings with an Access Password selected by them must use this Access Password. Further information on the attendance notification procedure is provided on the Attendance Notification Form (which may also be used to assign a proxy and vote by absentee voting) sent to you together with the Notice of Annual Shareholders’ Meeting, as well as at the abovementioned website. After timely notification of your attendance, you may use our Internet Service to change your admission ticket order, absentee votes, proxy authorization and voting instructions until the end of the general debate
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on the day of the Annual Shareholders’ Meeting. Special conditions apply to the use of our Internet Service for notification of attendance from credit institutions, shareholders’ associations as well as persons, institutions and companies of equal status pursuant to Section 135 (8) or Section 135 (10) in connection with Section 125 (5) of the German Stock Corporation Act (AktG). Detailed information can be found on the abovementioned website.
Credit institutions, shareholders’ associations as well as persons, institutions and companies of equal status pursuant to Section 135 (8) or Section 135 (10) in connection with Section 125 (5) of the German Stock Corporation Act (AktG) are not entitled to vote such shares not owned by them, but recorded under their name in the Company’s share register (commonly referred to as nominee or ”street name” registration), unless they have the shareholder ’s authority.
Holders of American Depositary Receipts (ADRs) may obtain further information through Deutsche Bank Trust Company Americas, c / o AST & Trust Co, 6201 15th Avenue, Brooklyn, NY 11219, USA (phone: + 1 866 706 8374, email: [email protected]).
Free disposability of sharesShareholders may dispose of their shares even after having registered for attendance at the Annual Shareholders’ Meeting. The right to attend and vote is based on the shareholding evidenced by entry in the Company’s share register as of the date of the Annual Shareholders’ Meeting. Applications for registration in the Company’s share register received by the Company from January 25, 2018 through January 31, 2018, i. e. after the end of the closing date of the notification period, will be processed and considered only with effect after the Annual Shareholders’ Meeting on January 31, 2018. The technical record date is therefore the end of January 24, 2018.
Proxy voting procedure
Shareholders who are registered in the Company’s share register are entitled to appoint a proxy representative – such as a credit institution or a shareholders’ association – and to delegate to this representative their authority to vote their shares at the Annual Shareholders’ Meeting. Here again, timely notification of attendance must be given (see ”Notification of attendance” above).
A proxy authorization, its revocation and evidence of proxy authorization visàvis the Company must be provided in text form or via the above mentioned Internet Service for the Annual Shareholders’ Meeting if neither a credit institution nor a shareholders’ association nor persons, institutions or companies of equal status pursuant to Section 135 (8) or Section 135 (10) in connection with Section 125 (5) of the German Stock Corporation Act (AktG) are authorized. Please use preferably the Attendance Notification Form sent to you together with the Notice of Annual Shareholders’ Meeting
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and send it to the abovementioned address. Credit institutions, shareholders’ associations as well as persons, institutions and companies of equal status pursuant to Section 135 (8) or Section 135 (10) in connection with Section 125 (5) of the German Stock Corporation Act (AktG) may stipulate different requirements with regard to their own appointment as proxies.
As a service, we offer our shareholders this year, as in the past, the option of delegating, to employees of the Company, their authority to vote their shares at the Annual Shareholders’ Meeting in accordance with their voting instructions. Again, the required authorization may be given at the above mentioned Internet Service for the Annual Shareholders’ Meeting or by returning the form sent to you. Please note that these proxy representatives can only vote your shares on agenda items on which you have given voting instructions. The proxy representatives will not accept any instructions for requests to speak, to ask questions or submit proposals or to raise objections to resolutions of the Annual Shareholders’ Meeting.
Further details are provided on the Attendance Notification Form sent to you together with the Notice of Annual Shareholders’ Meeting and at the abovementioned website.
Absentee voting procedure
Shareholders registered in the Company’s share register are entitled to submit their votes by way of absentee voting (voting by mail), even without attending the Annual Shareholders’ Meeting. Only those shareholders of record are entitled to vote by absentee voting whose notification of attendance at the Annual Shareholders’ Meeting (see ”Notification of attendance” above) has been given in a timely manner. Authorized credit institutions, shareholders’ associations as well as persons, institutions and companies of equal status pursuant to Section 135 (8) or Section 135 (10) in connection with Section 125 (5) of the German Stock Corporation Act (AktG) may also take advantage of absentee voting.
Absentee voting shall be in writing or by using electronic communication. Please use preferably the Attendance Notification Form sent to you together with the Notice of Annual Shareholders’ Meeting and send it to the abovementioned address or use the abovementioned Internet Service for the Annual Shareholders’ Meeting.
Further details are provided on the Attendance Notification Form sent to you together with the Notice of Annual Shareholders’ Meeting and at the abovementioned website.
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Details on using the Internet Service for casting votes by proxy or by absentee voting
After timely notification of your attendance, you may use our Internet Service to change your proxy authorization and voting instructions and your voting by mail until the end of the general debate on the day of the Annual Shareholders’ Meeting. Special conditions apply to the use of our Internet Service for notification of attendance from credit institutions, shareholders’ associations as well as persons, institutions and companies of equal status pursuant to Section 135 (8) or Section 135 (10) in connection with Section 125 (5) of the German Stock Corporation Act (AktG). Detailed information can be found on the abovementioned website.
When using our Internet Service for the Annual Shareholders’ Meeting, please note that you cannot give any voting instructions or cast absentee votes with regard to any votes on possible procedural motions or counterproposals or election nominations or other proposals, insofar as these were not made available or published prior to the Annual Shareholders’ Meeting in accordance with statutory provisions or are only put forward during the Annual Shareholders’ Meeting. Likewise, no requests to speak, questions, proposals and objections to resolutions of the Annual Shareholders’ Meeting can be accepted via the Internet Service for the Annual Shareholders’ Meeting.
Further details are provided on the Attendance Notification Form sent to you together with the Notice of Annual Shareholders’ Meeting and at the abovementioned website.
Inquiries, proposals, election nominations, and information requests
(information on shareholders’ rights pursuant to Section 122 (2), Section 126 (1), Section 127, Section 131 (1), Section 293 g (3) of the German Stock Corporation Act (AktG))
Requests for additions to the agenda pursuant to Section 122 (2) of the German Stock Corporation Act (AktG)Shareholders whose combined shares amount to at least onetwentieth of the capital stock or a proportionate ownership of at least € 500,000 (the latter equivalent to 166,667 shares) may request that items be placed on the agenda and be published.
Persons submitting a request must prove that they have held the shares for at least 90 days before the date the request is received and that they hold the shares until the Managing Board decides on the request, with Section 70 of the German Stock Corporation Act (AktG) being applicable when calculating the time for which shares have been held. The day on which the request is received shall not be counted. Any move from a Sunday, Saturday
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or public holiday to a preceding or subsequent business day shall not be possible. Sections 187 to 193 of the German Civil Code (BGB) shall not be applied mutatis mutandis.
Each new item must be accompanied by supporting information or a formal resolution proposal. The request must be submitted in writing to the Managing Board of Siemens AG and be received by the Company no later than midnight (CET) on December 31, 2017. Please use the following address to submit your respective requests:
Managing Board of Siemens AGWernervonSiemensStr. 180333 Munich, Germany.
Unless made public at the same time as the Notice of Annual Shareholders’ Meeting, requests for additions to the agenda that are required to be published are published without undue delay upon receipt in the German Federal Gazette (Bundesanzeiger). In addition, such requests are published on the Internet at WWW.SIEMENS.COM/AGM and communicated to the shareholders.
Counterproposals and election nominations pursuant to Section 126 (1) and Section 127 of the German Stock Corporation Act (AktG)In addition, shareholders may submit to the Company counterproposals to Managing and / or Supervisory Board proposals relating to specific agenda items and make election nominations for Supervisory Board members or independent auditors. All counterproposals (along with supporting information) and election nominations must be sent to:
Siemens AktiengesellschaftGovernance & MarketsInvestor Relations (GM IR)WernervonSiemensStr. 1, G4.2380333 Munich, Germany Telefax: + 49 (0) 89 / 636 1332474
or emailed to:
Counterproposals and election nominations by shareholders to be made available, including the shareholder ’s name and any supporting information to be made available, will be posted on the Internet at WWW.
SIEMENS.COM/AGM without undue delay upon their receipt, if applicable along with the content to be added in accordance with Section 127 sentence 4 of the German Stock Corporation Act (AktG). All counterproposals and election nominations relating to items on the Agenda that are received at the abovementioned address by midnight (CET) on January 16, 2018 will be considered. Management’s position, if any, on the counterproposals and election nominations will also be available at the abovementioned website.
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Right to obtain information pursuant to Section 131 (1) and Section 293 (3) of the German Stock Corporation Act (AktG)Every shareholder or shareholder representative present at the Annual Shareholders’ Meeting may request from the Managing Board information regarding the Company’s affairs, the Company’s legal and business relations with any affiliated companies, and the position of the Group and any companies included in the Consolidated Financial Statements, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda. Moreover, under Section 293 g (3) of the German Stock Corporation Act (AktG), with regard to Agenda Items 9 and 10, any shareholder shall, upon request, also be given information at the Annual Shareholders’ Meeting relating to all affairs of Flender GmbH, Kyros 53 GmbH and Kyros 54 GmbH that are material in the context of concluding the Control and ProfitandLoss Transfer Agreements.
Additional explanationsAdditional explanations regarding shareholders’ rights pursuant to Section 122 (2), Section 126 (1), Section 127, Section 131 (1) and Section 293 g (3) of the German Stock Corporation Act (AktG) can be found on the Company’s website at WWW.SIEMENS.COM/AGM.
Live transmission of the Annual Shareholders’ Meeting
As determined by the Chairman of the Meeting, the entire Annual Shareholders’ Meeting on January 31, 2018 will be webcast live for shareholders of Siemens AG over the Internet starting at 10:00 a. m. CET ( WWW.
SIEMENS.COM/AGM). Shareholders of record will be able to obtain online access by entering their Shareholder Control Number and the related Personal Identification Number (PIN) specified in the materials sent to them. Instead of their PIN, shareholders who have registered for electronic delivery of invitations to Shareholders’ Meetings with an Access Password selected by them must use this Access Password.
Furthermore, the speeches of the Chairman of the Supervisory Board and of the President and CEO may also be followed by other interested parties live over the Internet ( WWW.SIEMENS.COM/AGM).
A replay of the speeches of the Chairman of the Supervisory Board and of the President and CEO, but not of the entire Annual Shareholders’ Meeting, will be available after the Annual Shareholders’ Meeting at the above Internet address.
The live transmission of the Annual Shareholders’ Meeting does not allow for a participation in the Annual Shareholders’ Meeting within the meaning of Section 118 (1) sentence 2 of the German Stock Corporation Act (AktG).
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Website where information pursuant to Section 124 a of the German Stock Corporation Act (AktG) is available
The Notice of Annual Shareholders’ Meeting, together with the information and explanations required by law, is also available on our website at
WWW.SIEMENS.COM/AGM, where the information pursuant to Section 124 a of the German Stock Corporation Act (AktG) can also be found.
The voting results will be posted at the same website after the Annual Shareholders’ Meeting.
By order of the Managing BoardSiemens Aktiengesellschaft
This version of the Notice of Annual Shareholders’ Meeting prepared for the convenience of English speaking readers is a translation of the German original. For purposes of interpretation, the German text shall be authoritative and final.
Siemens Aktiengesellschaft
Chairman of the Supervisory Board: Gerhard Cromme
Managing Board: Joe Kaeser, President and Chief Executive
Officer ⋅ Members of the Managing Board: Roland Busch,
Lisa Davis, Klaus Helmrich, Janina Kugel, Cedrik Neike,
Michael Sen, Ralf P. Thomas
Registered offices: Berlin and Munich, Germany
Commercial registries: Berlin Charlottenburg, HRB 12300,
Munich, HRB 6684; WEEE-Reg.-No. DE 23691322
siemens.com